4th NORTH CAROLINA REGIMENT, C.S.A., INC.

BY-LAWS

ARTICLE I

OFFICES

Section 1. PRINCIPAL OFFICE. The principal office of the Corporation in the State of Maryland shall be located at the residential address of the President. Should the President not be a resident of the State of Maryland, it shall be the residence of the Vice President or other director as designated by the President.

Section 2. OTHER PLACES. The Corporation may have offices at such other places as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEMBERSHIP

Section 1. TYPE OF MEMBERSHIP. The Corporation is a non-stock corporation.

Section 2. OBTAINING MEMBERSHIP. Membership in the Corporation shall be obtained, either as an individual or as a family, upon submission of an application by an individual sixteen (16) years or older to the President, approval of the application by the Board of Directors and payment of the annual dues. Family membership must include at least one individual sixteen (16) years of age or older and may include only two (2) individuals over sixteen (16) years of age who are married plus all members of their immediate family under sixteen (16) years of age.

ARTICLE III

MEETING OF MEMBERS

Section 1. PLACE. All meetings of members shall be held at the principal office of the corporation, or at such other place within the United States as shall be stated in the notice of the meeting.

Section 2. ANNUAL MEETINGS. The semi-annual meetings of the members shall be held on the first weekend of November and the first weekend of March for the purpose of transaction of such business as may come before the meeting. The election of Directors shall occur at the March meeting. The election of field commanders will occur at the November meeting. If the weekend fixed for the annual meeting shall be a legal holiday, such meeting shall be held at the same time on the next succeeding weekend.

Section 3. SPECIAL MEETINGS. The president or Board of Directors may call special meetings of the members during the interval between annual meetings. Special meetings of members shall also be called by the secretary upon the written request of the members entitled to case not less than 25% of all the votes entitled to be cast at such meeting. Such request shall state the purpose or purposes of such meeting and the matters proposed to be acted on thereat. The Secretary shall inform such members of the reasonably estimated cost of preparing and mailing such notice of meeting, and upon payment to the Corporation of such costs by the members, the Secretary shall give notice stating the purpose or purposes of the meeting to all members entitled to vote at such meeting. No special meeting need be called either upon the request of the members entitled to cast less than a majority of all votes entitled to be cast at such meeting, or to consider any matter which is substantially the same as a matter voted upon at any special meeting of the members held during the preceding twelve months.

Section 4. NOTICE. Not less than ten (10) nor more than ninety (90) days before the date of every membersí meeting, the Secretary shall give to each member entitled to vote at such meeting written or printed notice stating the time and place of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, either by mail or by presenting it to him personally or by leaving it at his residence or usual place of business. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the member at his post office address as it appears on the records of the Corporation, with postage thereon prepaid.

Section 5. SCOPE OF NOTICE. No business shall be transacted at a special meeting of the members except that specifically designated in the notice. Any business of the Corporation may be transacted at the annual meetings without being specifically designated in the notice, except such business as is required by statute to be stated in such notice.

Section 6. QUORUM. At any meeting of the members, the presence in person or by proxy of members entitled to case one-third (1/3) of the total votes thereat shall constitute a quorum; but this section shall not affect any statutory or charter requirement for the vote necessary for the adoption of any measure. If, however, such quorum shall not be present at any meeting of the members, the members entitled to vote thereat, present in person or by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until such quorum shall be present. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. The members present at a meeting which has been duly called and convened may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum.

Section 7. VOTING. A majority of the votes cast at a meeting of the members duly called and at which a quorum is present, shall be sufficient to take or authorize action upon any matter which may properly come before the meeting, unless more than a majority of the votes cast is required by statute or by the charter of the Corporation. Unless otherwise provided in these By-Laws or in the charter of the Corporation, each member shall be entitled to one (1) vote upon each matter submitted to vote at a meeting of the members. Family membership shall be considered two (2) members for purposes of voting and that vote shall be cast by members of the family sixteen (16) years of age or older.

Section 8. PROXIES. At all meeting of members, a member may vote by proxy executed in writing by the member of by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

Section 9. INSPECTORS. At any meeting of the members, the chairman of the meeting may, or upon the request of any member shall, instruct the Treasurer to ascertain and report the number of shares represented at the meeting, based upon his determination of the validity and effect of proxies, count all votes and report the results and do such other acts as are proper to conduct the election and voting with impartiality and fairness to all the members. If the Treasurer is absent from the meeting, then the chairman of the meeting shall appoint one or more inspectors to fulfill the above-described responsibility. Each report of the Treasurer or of the inspector(s) shall be in writing and signed by him or by majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of the majority shall be the report of the inspectors. The report of the Treasurer or the inspectors on the number of shares represented at the meeting and the results of the voting shall be prima facie evidence thereof.

Section 10. INFORMAL ACTION BY SHAREHOLDERS. Any action required to be taken at a meeting of the members, or any other action which may be taken at a meeting of the members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by two-thirds (2/3) of all the members entitled to vote with respect to the subject matter thereof.

Section 11. VOTING BY BALLOT. Voting on any question or in any election may be viva voce unless the presiding officer shall order that voting be by ballot.

ARTICLE IV

DIRECTORS

Section 1. GENERAL POWERS. The business and affairs of the Corporation shall be manager by its Board of Directors.

Section 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors of the corporation shall not be less than three (3), nor more than nine (9). At any regular meeting, or at any special meeting called for that purpose, the Board of Directors may increase or decrease the number of directors, provided that the number thereof shall never be more than nine (9) nor less than three (3). At present, the number of directors shall be seven (7) and they shall be as following: President, Vice-President, Secretary, Treasurer, and three (3) at large members. The term of office for all directors shall be two (2) years.

Section 3. ANNUAL AND REGULAR MEETINGS. The annual meeting of the Board of Directors shall be held within 60 days prior to the semi-annual meeting of the members in March; no notice other than this bylaw being necessary. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Maryland, for the holding of regular meetings of the Board of Directors without other notice than such resolution.

Section 4. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the president or by a majority of the directors then in office. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Maryland, as the place for holding any special meeting of the Board of Directors called by them.

Section 5. NOTICE. Notice of any special meeting shall be given by written notice delivered personally, telegraphed or mailed to each director at his business or residence address. Notice of any special meeting shall be given at least ten (10) days prior to the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail properly addressed, with postage thereupon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Neither the business to be transacted at, nor the purpose of, any annual, regular or special meeting of the Board of Directors need be specified in the notice, unless specifically required by statute.

Section 6. QUORUM. A majority of two-thirds of the number of members of the Board of Directors then in office shall constitute a quorum for transaction of business at any meeting of the Board of Directors provided that, if less than a quorum is present at said meeting, the majority of the directors present may adjourn the meeting from time to time without further notice.

The directors present at a meeting which has been duly called and convened may continue to transact business until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum.

Section 7. VOTING. The act of the majority of the directors present at a duly constituted meeting shall be the act of the Board of Directors.

Section 8. VACANCIES. Any vacancies in the Board of Directors shall be filled by the person appointed by the president after said appointment has been approved by a special meeting of the Board of Directors called for that purpose. The new director thereby elected shall serve for the unexpired portion of the term of the director whose place such new director is to take, or until a successor for the new director shall have been duly chosen by the members and shall have qualified. Any vacancy occurring in the Board of Directors by reason of an increase in the number of directors may be filled by the majority vote of the Board of Directors and the term of such additional director shall be concurrent with the terms of the other directors. If the vacancy is created by a vacancy in the office of the president, then the appointment shall be made by the vice-president but still be subject to the approval of the Board of Directors at a special meeting called for that purpose.

Section 9. INFORMAL ACTION BY DIRECTORS. Any action required to be taken at a meeting of the Board of Directors, or any other action which may be taken at a meeting of the Board of Directors, may be without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Section 10. COMPENSATION. The Directors shall not receive any compensation for attendance at the meetings for serving the Corporation in any capacity other than reimbursement for expenses received by all members.

Section 11. REMOVAL OF DIRECTORS. At any special or annual meeting of the members, duly called and at which a quorum is present, the members may, by the affirmative vote of the holders of a majority of the votes entitled to be cast thereon, remove any director or directors from office who have missed fifty percent (50%) of the meeting of the Board of Directors and elect a successor or successors to fill any resulting vacancies for the unexpired terms of removed director(s).

ARTICLE V

COMMITTEES

NUMBER, TENURE AND QUALIFICATIONS. The Board of Directors may appoint from among its members an Executive Committee and other committees composed of two or more directors; such committees to serve at the pleasure of the Board of Directors.

ARTICLE VI

OFFICERS

Section 1. POWERS AND DUTIES. The officers of the Corporation shall be elected every two (2) years for two-year terms by the members at the annual meeting in March. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as may be convenient. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Election or appointment of an officer or agent shall not of itself create contract rights between the Corporation and such officer or agent.

Section 2. REMOVAL OF OFFICERS. At any special meeting or annual meeting of the members, duly called and at which a quorum is present, the members may, by the affirmative vote of the holders of a majority of the votes entitled to be cast thereon, remove any officer or officers who have missed fifty percent (50%) of the meetings of the officers and elect a successor or successors to fill any resulting vacancies for the unexpired terms of removed officer(s).

Section 3. VACANCIES. Any vacancies of officers shall be filled by the person appointed by the President after said appointment has been approved by a special meeting of the officers called for that purpose. The new officer thereby elected shall serve for the unexpired portion of the term of the officer whose place such new officer is to take, or until a successor for the new officer is duly chosen by the members and shall have qualified. Any vacancy occurring in the officers by reason of an increase in the number of officers may be filled by the majority vote of the officers and the term of such additional officer shall be concurrent with the terms of the other officers. If the vacancy is created by a vacancy in the office of president, then the appointment shall be made by the Vice-President and still be subject to the approval of the officers at a special meeting called for that purpose.

Section 4. VICE PRESIDENT(S). The Vice President shall maintain an inventory of the corporate equipment, supervise the issuance of equipment to the members and the return of same, maintain a file of patterns for uniforms and equipment, and maintain a list of sutlers. He shall be in charge of internal security, the maintenance of order at the meeting of members, and shall investigate any charges of misconduct against a member and report to the Board of Directors the results of said investigation. In the absence of the President or in the event of his death, inability or refusal to act, the Vice-President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President; and shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

Section 6. SECRETARY. The Secretary shall: (a) keep the minutes of the members and Board of Directors meetings in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation; (d) keep a register of the post office address of each member which shall be furnished to the Secretary hereof by such member; (e) verify ballot results as given by the Treasurer and report same; (f) in general perform all duties as from time to time may be assigned to him by the President or by the Board of Directors.

Section 7. TREASURER. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.

He shall maintain all personnel records, record valid shares represented at each meeting, count all votes, disburse the funds of the corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the president and directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Corporation.

If required by the Board of Directors, he shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

Section 8. COMPENSATION. The officers of the Corporation shall receive no compensation for any of their duties performed for the benefit of the corporation except reimbursement of expenses as received by all members.

ARTICLE VII

FIELD CHAIN OF COMMAND

Section 1. FIELD COMMAND. The members of the Corporation shall act as a military unit when participating in activities and in camp at designated times. There shall exist an independent chain of command that has full authority of the corporationís activities during these times and the offices in this chain of command shall be as follows in order of prevailing authority: Captain, Lieutenant, Sergeant, and Corporal. The said officers shall be elected by the members at the annual November meeting and shall hold their office for a term of two (2) years.

Section 2. FIELD CONDUCT. The officers shall have a thorough working knowledge of the School of the Soldier and Selected Paragraphs of the School of the Company and Drill for skirmishes as published in Hardeeís Manual. To qualify for office, a candidate must have been a member for 1 year for Corporal, 2 years for Sergeant, 3 years for Lieutenant, and 4 years for Captain.

Section 3. VACANCIES. Any vacancies of officers in the field chain of command shall be filled by the person appointed by the Captain after said appointment has been approved by a majority of the other officers in the field chain of command. The new officer thereby elected shall serve for the unexpired portion of the term of the officer whose place such new officer is to take, or until a successor for the new officer is duly chosen by the members and shall have qualified. Any vacancy occurring in the officers by reason of an increase in the number of officers may be filled by the majority vote of the officers and the term of such additional officer shall be concurrent with the terms of the other officers. If the vacancy is created by a vacancy in the office of Captain, then the appointment shall be made by the joint decision of the Sergeants but still be subject to the approval of a majority of the officers in the field chain of command.

Section 4. COMPENSATION. The officers in the field chain of command shall receive no compensation for any of their duties performed for the benefit of the corporation except reimbursement of expenses as received by all members.

ARTICLE VIII

DUES

Section 1. ASSESSMENT OF DUES. Dues shall be assessed annually at a rate to be determined by the members in the March semi-annual meeting. Dues for family membership shall be 25% to 50% greater than the dues for an individual as determined by the members in the March semi-annual meeting.

Section 2. PAYMENT OF DUES. All dues must be paid on or before the 15th day of March annually. If a member has not paid his dues by March 31, then he cannot participate in any activities of the Corporation nor be entitled to vote until the dues are paid in full. If the dues remain unpaid for 30 days, then the membership is automatically terminated.

ARTICLE IX

FISCAL YEAR

Section 1. FISCAL YEAR. The fiscal year of the Corporation shall run from February 1, through January 31, of each year.

Section 2. FINANCIAL STATEMENTS. The President or other executive officer of the Corporation shall prepare or cause to prepare annually a full and correct statement of the affairs of the corporation, including a balance sheet and financial statement of operations for the proceeding fiscal year, which shall be submitted at the March annual meeting of the members and filed within twenty (20) days thereafter at the principal office of the corporation in the State of Maryland.

ARTICLE X

RULES OF PROCEDURE

Section 1. PARLIAMENTARY RULES OF PROCEDURE. Roberts Rules of Order, as last revised, shall establish the parliamentary procedure for all corporate and committee meetings.

Section 2. ORDER OF BUSINESS. The order of business at all meetings of the corporation shall be as follows:

    1. Announcement of Quorum.
    2. Proof of Notice of Meeting or Waiver of Notice.
    3. Reading of Minutes of Prior Meeting.
    4. Reports of Officers or Committees.
    5. Old Business.
    6. New Business.

Section 3. ALTERATION OF ORDER OF BUSINESS. The order of business may be altered or suspended at any meeting by majority vote of the active membership present and entitled to vote.

ARTICLE XI

ELECTIONS

ELECTIONS. Elections of corporate officers and directors and field officers shall initially take place at the organizational meeting of the members of the corporation and thereafter, elections of corporate officers and directors shall take place at the March semi-annual meeting. Elections of field officers shall take place at the November semi-annual meeting.

The election shall be by confidential ballot and shall be conducted by the officers of the Corporation then presiding and nominations may be submitted up to the close of nominations prior to balloting for that position. The term of all offices shall initially commence from the date of the Organizational Meeting and thereafter at the end of the meeting at which he is elected and shall expire at the end of the semi-annual meeting at which his successor is elected.

ARTICLE XII

CODE OF CONDUCT

Section 1. CODE OF CONDUCT. There shall be a code of conduct approved by the members at a duly called meeting. Said code of conduct shall govern the public conduct of the members.

Section 2. BREACH OF CODE OF CONDUCT. If a member is accused of having seriously breached the Code of Conduct, the Vice-President shall investigate the allegation and report to the Board of Directors who shall decide if formal charges shall be brought. If the Board of Directors votes to bring formal charges against the member, there shall be an open meeting before the Board of Directors, at which time, the members so charged and all other member shall have an opportunity to speak. After the meeting is concluded, the Board of Directors in a confidential ballot shall decide whether the member shall be sanctioned, and if sanctioned, whether the sanction shall be a reprimand, suspension or expulsion.

ARTICLE XIII

CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1. CONTRACTS. All contracts of the Corporation shall be executed by the President. However, the Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. CHECKS, DRAFTS, ETC. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by the President, Secretary or Treasurer.

Section 3. DEPOSITS. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation as the Board of Directors may elect.

ARTICLE XIV

SEAL

The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization, and the words, "Incorporated Maryland". The Board of Directors may authorize one or more duplicate seals and provide for the custody thereof.

ARTICLE XV

WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of these By-Laws or under the provisions of the charter of the Corporation or under the provisions of the Maryland corporation law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at, nor the purpose of any meeting need be set forth in the waiver of notice, unless specifically required by statute. The attendance of any person at any meeting shall constitute a waiver of notice of such meeting, except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened.

ARTICLE XVI

INDEMNITY OF OFFICERS AND DIRECTORS

The Corporation shall indemnify and hold harmless each of its directors and officers against any and all expenses actually and necessarily incurred in connection with the defense of any action, suit or proceeding to which such director or officer is made a party by reason of his being, or having been, a director or officer of the Corporation, except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for gross negligence or misconduct in the performance of his duties as such director or officer. In the event of settlement of such action, suit or proceeding in the absence of such adjudication, indemnification shall include reimbursement of amounts paid in settlement and expenses actually and necessarily incurred by such director or officer in connection therewith but such indemnification shall be provided only if this corporation is advised by its counsel that, in his opinion, such settlement is for the best interests of this corporation and the director or officer to be indemnified has not been guilty of gross negligence or misconduct in respect of any matter covered by such settlement. Such right of indemnification shall not be deemed exclusive of any other right, or rights, to which such director or officer may be entitled under any agreement, vote of the members or otherwise.

ARTICLE XVII

AMENDMENT OF BY-LAWS

Only members shall have the power, at any annual meeting, or at any special meeting if notice thereof be included in the notice of such special meeting to alter or repeal any ByLaws of the corporation and to make new By-Laws.

 

Approved: Katie Bopp, Treasurer (Acting Secretary of the First and Organizational Meeting of the Board of Directors

Dated: August 26, 1981

Amended: November 3, 1991




Last updated 2/6/2006